Exhibit (a)(4)

                         BANCROFT CONVERTIBLE FUND, INC.

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                   * * * * * *


         BANCROFT CONVERTIBLE FUND, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of BANCROFT
CONVERTIBLE FUND, INC., resolutions were duly adopted setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

                  "RESOLVED, that the Certificate of Incorporation, as
         amended, be further amended by adding a second paragraph to
         the tenth Article, reading as follows:

                  The vote of two-thirds of the outstanding shares of
         Common Stock of the Corporation shall be necessary to
         authorize any of the following actions: (i) a merger of
         consolidation of the Corporation with an open-end investment
         company, (ii) the dissolution of the Corporation, (iii) the
         sale of all of substantially all of the assets of the
         Corporation, (iv) any amendment to the certificate of
         incorporation of the Corporation which makes a Common Stock a
         redeemable security (as such term is defined in the
         Investment Company Act of 1940) or reduces the two-thirds
         vote required to authorize the actions listed in this
         paragraph."

         SECOND: that thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was duly
called and held, upon notice to accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.



         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said BANCROFT CONVERTIBLE FUND, INC. has caused
this certificate to be signed by Bancroft G. Davis, its Chairman of the Board
and attested by Lemuel Bannister, Jr., its Secretary, this 25th day of June,
1980.


                                       BANCROFT CONVERTIBLE FUND, INC.


                                       By: /s/ Bancroft G. Davis
                                           -------------------------------------
                                               Bancroft G. Davis
                                               Chairman of the Board

Attest:

By: /s/  Lemuel Bannister, Jr.
    -----------------------------------
         Lemuel Bannister, Jr.
         Secretary

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